AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 22nd, 2007 • Pzena Investment Management, Inc. • Investment advice • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of October , 2007 (the “Effective Date”) is entered into by and among Pzena Investment Management, Inc. (the “Company”), Pzena Investment Management, LLC. (the “Operating Company” and together with the Company, the “Employer”) and A. Rama Krishna (the “Executive”).
RESALE AND REGISTRATION RIGHTS AGREEMENT dated as of October __, 2007 among PZENA INVESTMENT MANAGEMENT, INC. and THE HOLDERS SET FORTH ON THE SIGNATURE PAGES HERETOResale and Registration Rights Agreement • October 22nd, 2007 • Pzena Investment Management, Inc. • Investment advice • New York
This RESALE AND REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of October ___, 2007, is by and among Pzena Investment Management, Inc., a Delaware corporation (“Pzena Inc.”) and each of the holders of Class B Units (the “Class B Units”) of Pzena Investment Management, LLC (“Pzena LLC”) listed on the signature pages to this Agreement or to the Additional Party Signature Page in the form attached hereto as Annex A (the “Holders”).
Page ARTICLE I VOTING OF CLASS B SHARES 1 Section 1.1 Preliminary Vote of Class B Stockholders 1 Section 1.2 Voting by Class B Stockholders 2 ARTICLE II TRANSFER OF CLASS B SHARES 2 Section 2.1 Transfers Generally 2 Section 2.2 Compliance with Law and...Stockholders’ Agreement • October 22nd, 2007 • Pzena Investment Management, Inc. • Investment advice • Delaware
This CLASS B STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of October ___, 2007, by and among Pzena Investment Management, Inc., a Delaware corporation (the “Company”), and Class B Stockholders signatory hereto or to the Additional Party Signature Page in the form attached hereto as Annex A. Capitalized terms used herein have their respective meanings set forth in Article IV of this Agreement.
6,100,000 Shares Class A Common Stock ($0.01 par value per Share) Underwriting AgreementUnderwriting Agreement • October 22nd, 2007 • Pzena Investment Management, Inc. • Investment advice • New York
Each of the undersigned, Richard S. Pzena, Chief Executive Officer of Pzena Investment Management, Inc., a Delaware corporation (the “Company”), and Wayne A. Palladino, Chief Financial Officer of the Company, on behalf of the Company, does hereby certify pursuant to Section 6(i) of that certain Underwriting Agreement dated October [ ], 2007 (the “Underwriting Agreement”) among the Company and Pzena Investment Management, LLC and, on behalf of the several Underwriters named therein, UBS Securities LLC and Goldman, Sachs & Co., that as of October [ ], 2007:
ContractEmployment Agreement • October 22nd, 2007 • Pzena Investment Management, Inc. • Investment advice • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of October , 2007 (the “Effective Date”) is entered into by and among Pzena Investment Management, Inc. (the “Company”), Pzena Investment Management, LLC. (the “Operating Company” and together with the Company, the “Employer”) and [Richard A. Pzena][John P. Goetz][William L. Lipsey] (the “Executive”).
Exhibit B to the Amended and Restated Operating Agreement of Pzena Investment Management, LLC EXCHANGE RIGHTS OF CLASS B MEMBERSPzena Investment Management, Inc. • October 22nd, 2007 • Investment advice • Delaware
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 22nd, 2007 • Pzena Investment Management, Inc. • Investment advice • Delaware
This Indemnification Agreement (“Agreement”) is made as of ___, 2007, by and between Pzena Investment Management, Inc., a Delaware corporation (along with any entities referred to in Section 2(c) below, the “Company”), and (“Director”).
